Karen DeSalvo
About Karen B. DeSalvo
Karen B. DeSalvo, age 59, has served as an independent director of Welltower since 2018. She is the Chief Health Officer of Google and a physician executive with prior senior U.S. Department of Health and Human Services roles; her board-relevant skills span healthcare systems, technology and cybersecurity, public policy, and risk management . She is independent under SEC/NYSE standards per the Board’s February 2025 independence review; all directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chief Health Officer | Dec 2019–present | Technology/health leadership; digital health strategy | |
| U.S. Dept. of HHS | Acting Assistant Secretary for Health; National Coordinator for Health IT | 2014–2017 | Federal health policy oversight; health IT governance |
| City of New Orleans | Health Commissioner | 2011–2014 | Public health system leadership |
| Tulane University School of Medicine | Vice Dean for Community Affairs & Health Policy; Physician | Prior to 2011 | Community health programs leadership |
| University of Texas at Austin Dell Medical School | Professor of medicine & population health | 2018–2019 | Academia; health systems research |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| National Academy of Medicine | Council member | Ongoing governance participation |
| Humana Inc. | Former public company director | Resigned Oct 15, 2019 |
Board Governance
- Current Welltower committees: Investment; Nominating/Corporate Governance (Nom/Gov) .
- Committee activity and attendance context: 2024 meetings — Board 6; Investment 4; Nom/Gov 4; company-wide director attendance was 97%, and no director attended fewer than 75% of their meetings .
- Independence: Board determined in Feb 2025 that all directors except the CEO are independent; she is independent .
- Board practices: Quarterly executive sessions; annual elections and majority voting; proxy access; annual board/committee evaluations (third-party every two years); limits on service on other public company boards; independent Chair .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors (2024 program) |
| Committee member fees | $27,500 | Investment $15,000; Nom/Gov $12,500 |
| Fees earned (cash) | $127,500 | She deferred 100% of retainer/fees via 2019 Nonqualified Deferred Compensation Plan |
| Equity grant (DSUs) | $199,997 | Annual DSU grant made Mar 1, 2024; based on $92.72 closing price; converts after one year; dividend equivalents available |
| Meeting fees | None disclosed | Meeting fees apply only beyond threshold (Board >8; committee >8) |
Performance Compensation
- Directors’ equity is time-based, not performance-based: 2024 DSUs convert into common stock after one year of service; dividend equivalents payable in cash or stock at issuance .
- No director-specific performance metrics (e.g., TSR/FFO) apply to DeSalvo’s board grants; those metrics govern executive LTIP, not director compensation .
Other Directorships & Interlocks
- Former Humana Inc. board service; no current public company board disclosed beyond Google executive role .
- Limits on other board service and annual review of directors’ time commitments by Nom/Gov mitigate potential overboarding risks .
Expertise & Qualifications
- Education: BA (Biology & Political Science, Suffolk); MD (Tulane); MPH (Tulane); MSc (Harvard T.H. Chan) .
- Board skills matrix: Healthcare & Health Systems; Technology & Cybersecurity; Government/Public Policy; Environmental; Global; Corporate Governance; Risk Management .
- Practical credentials: Senior leadership in public health, health IT, and digital health; aligns with Welltower’s healthcare infrastructure strategy .
Equity Ownership
| Holder | Shares Held of Record | Total LTIP Units/Shares Beneficially Owned | Pledged? |
|---|---|---|---|
| Karen B. DeSalvo | 13,879 | 13,879 | No pledging indicated |
- Director equity ownership guideline: minimum 5x annual cash retainer within five years of joining the Board; DSUs/LTIP Units/OP Units count toward compliance (LTIP Units at 80% of common share value) .
- Hedging/margin/short sales prohibited for directors under insider trading policy .
Governance Assessment
- Board effectiveness: DeSalvo brings deep healthcare system and digital health expertise to Investment and Nom/Gov, supporting operator selection, sustainability oversight, and board refreshment processes .
- Alignment: Full deferral of cash director fees and standardized DSU grants indicate equity alignment; no pledging or related-party transactions reported for 2024; anti-hedging policy strengthens alignment .
- Independence/engagement: Independent status confirmed; robust board-wide attendance; structured governance (independent Chair, executive sessions, majority voting, proxy access) supports investor confidence .
- Potential conflicts/risks: Senior executive role at Google raises time-commitment considerations mitigated by annual Nom/Gov review of commitments and board limits on other public boards; no related-party transactions identified .
- Red flags: None observed specific to DeSalvo (no pledging; timely Section 16 compliance noted broadly with one exception for another director) .